NOTICE OF ANNUAL GENERAL MEETING IN BONG AB (publ)

        Print
| Source: Bong AB
The shareholders of Bong AB (publ) are hereby invited to attend the Annual
General Meeting to be held on Wednesday 21 May 2014 at 4.00 p.m. CET in Bong’s
premises at Uddevägen 3 in Kristianstad.

The registration desk will be open from 2.30 p.m. CET. A tour in the factory
will be arranged at 3.00 p.m. – 3.45 p.m. CET.

A. Right to attend

Shareholders who wish to attend the Annual General Meeting (“AGM”) must

–  be recorded in the share register kept by Euroclear Sweden AB made as of
Thursday 15 May 2014, and

–  notify the company of their intention to attend the AGM no later than
Thursday 15 May 2014, by any of the following alternatives:

  · By post to the address:
Bong AB (publ)
Att: Katarina Sjöström
Hans Michelsensgatan 9
SE-211 20 Malmö, Sweden
  · By telephone +46 40-17 60 41
  · By telefax +46 40-17 60 39
  · By e-mail to anmalan.arsstamma@bong.com
  · On-line at the company’s website
www.bong.com (http://www.bong.com/en/corporate-governance/registration-annual
-general-meeting-1.0.605.1)

On giving notice of attendance, the shareholder shall state name, personal
identity number or corporate identification number, address and telephone
number, shareholding and the number of advisors that the shareholder wishes to
bring to the General Meeting (maximum two advisors).

Shareholders represented by proxy must issue a document authorising the proxy to
act on the shareholder’s behalf. A proxy form is available on the company’s
website www.bong.com (http://www.bong.com/en/corporate-governance/annual-general
-meeting-2014) and will be provided to shareholders who contact the company and
state their address. Representatives of a legal entity shall present a copy of
the certificate of registration or similar document of authorisation showing the
persons authorised to act on behalf of the company. The original of the proxy
and the document of authorisation should be sent to the company together with
the notice of attendance.

In order to participate in the proceedings of the General Meeting, owners with
nominee-registered shares must request their bank or broker to have their shares
owner-registered with Euroclear Sweden AB. Such registration must be made as of
Thursday 15 May 2014 and the banker or broker should therefore be notified in
due time before said date.

B. Agenda

Proposal for Agenda

 1. Opening of the Meeting.
 2. Election of Chairman of the Meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or two person(s) to approve the minutes.
 6. Determination of compliance with the rules of convocation.
 7. Report by the President and CEO.
 8. Presentation of
a.      the Annual Report and the Auditor’s Report and the Consolidated
Financial Statements and the Group Auditor’s Report,
b.      the Board of Directors’ proposal for disposition of the company’s
result, and
c.      the statement by the auditor on the compliance with the guidelines for
remuneration to management applicable since the last AGM, and
 9. Resolution regarding
a.      adoption of the Statement of Income and the Balance Sheet and the
Consolidated Statement of Income and the Consolidated Balance Sheet,
b.      appropriation of the company’s profit according to the adopted Balance
Sheet, and
c.      discharge from liability of the Board of Directors and the President and
CEO.

10. Determination of the number of board members and deputies.
11. Establishment of fees to the Board of Directors and the auditors.
12. Election of the members of the Board of Directors and auditors.
13. Election of members of the Nomination Committee.
14. Guidelines for remuneration of senior executives.
15. Closing of the Meeting.

Proposals for Resolutions

Appropriation of profit (9b)
The Board of Directors has proposed that no dividend is to be distributed for
the financial year 2013 and that the results of the company of totally SEK
739,522,181, including this year’s result of SEK -21,375,329 should be carried
forward.

Proposal of the Nomination Committee (item 2 and items 10-12)
The Nomination Committee, consisting of Stéphane Hamelin (Holdham S.A.),
Christian Paulsson (Paulsson Advisory AB) and Ulf Hedlundh (Svolder Aktiebolag),
has made the following proposals:

that   Mikael Ekdahl shall be elected Chairman of the AGM;
that   the Board of Directors shall consist of six board members without any
deputies;
that   Stéphane Hamelin, Mikael Ekdahl, Anders Davidsson, Ulrika Eriksson and
Eric Joan shall be re-elected as board members and that Christian Paulsson shall
be elected as a new board member for the period up to and including the AGM
2015, whereby it was noted that Christian W. Jansson has declined re-election;
that   re-election shall be made of Stéphane Hamelin as Chairman of the Board;
that   fees to the board members shall be paid by totally SEK 900,000 (committee
work excluded) to be distributed among the board members as follows: SEK 300,000
to the Chairman and SEK 150,000 to each of the other board members elected at
General Meetings and not employed with the company, and fees for work in the
Audit Committee shall be SEK 100,000 to the Chairman of the Audit Committee and
SEK 50,000 to each of the members;
that   the accounting company PricewaterhouseCoopers AB shall be elected auditor
of the company for a one year period of mandate, consequently, up to and
including the AGM 2015, whereby the accounting company has informed that the
authorised public accountant Eric Salander will be appointed as auditor in
charge, and
that   the auditor’s fees shall be paid as per agreement.

Christian Paulsson (born 1975) has a Bachelor of Business Administration from
European University Bruxelles and works in his own business as an active
investor in smaller and medium-sized companies. Previous operational experiences
includes inter alia deputy managing director and CEO of the business software
company IBS AB and CEO of the securities brokerage company Lage Jonason AB.
Prior to this, Christian Paulsson has extensive experience in Corporate Finance
at inter alia Mangold Fondkommission, Alfred Berg/ABN Amro Fondkommission and
Booz & Co. Christian Paulsson is a Board member of IBS AB (publ) and Apper
Systems AB.

Nomination Committee (item 13)
Shareholders representing approximately 50 per cent of all shares and votes in
the company have proposed that a Nomination Committee shall be appointed also
for the AGM 2015 and:

that   the Nomination Committee shall have three members;
that   Stéphane Hamelin (Holdham S.A.), Christian Paulsson (Paulsson Advisory
AB) and Ulf Hedlundh (Svolder Aktiebolag) shall be re‑elected as members of the
Nomination Committee;
that   Stéphane Hamelin shall be elected as Chairman of the Nomination
Committee;
that   if a shareholder represented by any of the members of the Nomination
Committee should substantially reduce its shareholding in the company or in the
event a member no longer is employed with such shareholder or for any other
reason should leave the Nomination Committee before the AGM 2015, the Nomination
Committee shall be entitled to appoint another representative of the major
shareholders to replace such member; and
that   the tasks of the Nomination Committee shall be to prepare election of
Chairman and other board members, election of auditor, election of Chairman of
the AGM, fee issues and relating issues before the AGM 2015.

Guidelines for remuneration of senior executives (item 14)
The Board of Directors proposes that the AGM shall resolve for remuneration to
the CEO and other senior executives as follows. By senior executives is meant
officers of the management, at present consisting of the company’s CEO, Chief
Financial Officer (CFO), Business Manager Nordic, Business Manager Central
Europe, Business Manager United Kingdom and Business Manager France and Spain.

Remuneration shall consist of fixed salary, variable remuneration, other
benefits and pension. The aggregate remuneration shall be in accordance with
market conditions and competitive in order to ensure that the Bong Group can
attract and retain competent senior executives. In addition to the above
variable remuneration, long term incentive programs may be resolved upon from
time to time.

The variable part of the salary shall have a pre-determined cap and may as a
fundamental principle never exceed 60 per cent of the fixed annual salary. The
variable part is based on earnings and cash flow as well as individual
qualitative goals. The basic principle is that the variable remuneration is paid
in accordance with the agreed-upon weighting between the interim goals if the
interim goal has been achieved. The variable component is based on a vesting
period of one year. The goals for senior executives are established by the Board
of Directors. Pension benefits shall primarily be fee based, but can also for
legal reasons be income based, although not at the Group Management level.
Variable remuneration shall not qualify for pension. The Group Management is
entitled to pensions under the ITP system or the equivalent. The retirement age
is 65 years. In addition to the ITP plan, some members of Group Management are
also entitled to an increased occupational pension premium so that the total
equals 30 per cent of their fixed salary.

The Group Management’s employment contracts include provisions governing
remuneration and termination of employment. According to these agreements,
employment can ordinarily cease on notice of termination by the employee within
a period of notice of 4–12 months and on dismissal by the company within a
period of notice of 6–18 months. On dismissal by the company, the period of
notice and the period during which compensation is payable shall not together
exceed 24 months.

Remuneration to the CEO and other senior executives is prepared by the Board of
Directors’ remuneration committee and resolved by the Board of Directors based
on the remuneration committee’s proposal. These guidelines shall apply to those
persons who are included in the Group Management during the period the
guidelines are in force. The guidelines shall apply to the employment contracts
entered into after the Annual General Meeting’s resolution, and to any changes
in existing contracts. The Board of Directors shall have the right to deviate
from the above guidelines if motivated by particular reasons on an individual
basis.

C. Available Documentation

The accounting documents and the Auditor’s Report, the complete proposal of the
Board of Directors for resolution according to item 14, as well as the statement
by the auditor regarding whether the guidelines for remuneration to the
management have been observed, are available to the shareholders at the company
as from Wednesday 30 April 2014. Copies will also be sent to shareholders on
request and be available at the General Meeting. The above documents and the
Annual Report will as from said date also be available on the company’s website
www.bong.com (http://www.bong.com/en/investors/annual-reports).

D. Number of Shares and Votes in the Company

At the issue of this notice, the total number of shares and votes in the company
amounts to 156,659,604.

E. Information at the AGM

The Board of Directors and the CEO shall at the AGM, if any shareholder so
requests and the Board of Directors believes that it can be done without
significant harm to the company, provide information regarding circumstances
that (i) may affect the assessment of an item on the agenda, (ii) circumstances
that may affect the assessment of the company’s or its subsidiaries’ financial
position and (iii) the company’s relation to other companies within the group.

Kristianstad in April 2014

The Board of Directors

BONG AB (publ)

For further information please contact:
Anders Davidsson, President and CEO
Phone: +46 44 20 70 80

Håkan Gunnarsson, CFO
Phone: +46 44 20 70 82

This information is of the kind that Bong AB (publ) are obliged to publish
pursuant to the securities market act and/or the act on trade with financial
instruments. The information was given for publication at 9.30 am on 14 April
2014.

Bong is a leading provider of specialised packaging and envelope products in
Europe, offering solutions for distribution and packaging of information,
advertising materials and lightweight goods. Important growth areas in the Group
are the Propac packaging concept and Russia. The Group has annual sales of
approximately SEK 2.5 billion and about 2,000 employees in 15 countries. Bong
has strong market positions in the majo­rity of key markets in Europe, and the
Group sees interesting possibilities for continued expansion and development.
Bong is a public limited company and its shares are listed on NASDAQ OMX
Stockholm Small Cap.